Kaylee's Choice
by Ichabod Ebenezer
Summary: After the events of 'An Occurrence at Malchoir', Kaylee Frye has left with the Doctor, but when he offers her all of time and space, where will she go, and what awaits them? Chapter 2 and beyond make many references to the Tom Baker Story #77, The 'Sontaran Experiment' and Classic Who in general. Final chapter now published. Part 3 of the trilogy to come in 2016. Please review!
1. Chapter 1

Kaylee smiled, thinking about last night and taking another bite of her caramel apple. "Hey, Doctor", she said. He raised an eyebrow in response and reached into his paper cone before snatching back his hand. The chestnuts were still too hot to handle. "You say you've travelled all around the 'verse. Have you ever seen anything like that lake last night?"

They were walking along the boardwalk between the beach-side resort city and the lake that brought millions of tourists there every year. The sun had risen a couple hours ago, and with it the magical blue glow of the lake had faded to invisibility. Since then, they had been walking past vendors and street performers as the crowd of the night before dissipated to become the late-sleepers of today in the local hotels.

The Doctor smiled wistfully. "Well", he started, "I've seen some pretty amazing beaches. I've seen one with gemstones instead of sand. I've seen one with pink water underneath green skies. I've been to a planet that only has two days for every year and no moon, so the ocean is completely underground for half the year. True story. There's a huge gathering there four times a year to watch the tide come in. You can see the sand go from white to dark grey, then finally the water just sort of bubbles up through it and everyone goes crazy. It's amazing."

"Oh", Kaylee responded, disappointed. "Well, _I_ thought it was something special." She took another bite of he apple, but with less enthusiasm.

"But it _is_!", the Doctor said, trying to re-kindle her spirits. "Sure, if you see the same amazing thing long enough it starts to lose its appeal..." He extended his arms and turned 360 as they continued to walk. "You notice it's all tourists here. The only locals are the ones making money off of them. But on the other hand, you can see all sorts of amazing things - different things - and never get bored of them. For example, if I told you there were another lake on another world, and this one glowed orange in the moonlight, you'd want to see it, wouldn't you?"

"Well... I suppose you're right." She munched some more apple, then spent a moment sucking the caramel out of her teeth as the two walked along in silence.

"Is there?", she finally said.

"Is there what?", the Doctor inquired idly as he fished a chestnut out of his cone and began shelling it with his teeth.

"Is there a lake like that. You know, orange?"

The Doctor spit out the last bit of shell and smiled cheekily. "Not that I'm aware of." He popped the chestnut into his mouth and chewed for a few moments before stopping. "Still, it's a big universe. It could be. It could be."

The two of them reached the Tardis just then, and the Doctor turned his key in the lock and opened up the door for Kaylee. She entered, and he followed. He removed his coat and threw it over the railing, then ran past Kaylee to the console.

"Okay, now that we've got the short jump out of the way, what's the real destination?", the Doctor asked.

"What do you mean?"

"Oh, come on... This place was nice and all, but you could have hopped a shuttle from any of the central worlds if that's all you wanted. You're on the Tardis now. A ship unique in all the cosmos. You can visit any time and any place in the whole of the universe instead of just these five stars. Hanging Gardens of Babylon? I've got a sitting reservation with a terrace view. Bone fields of Masador strike your fancy? I know a man at the potter's tent who owes me a favor. Want to meet the Queen of Peladon? I'm an old family friend." As he spoke, he walked around the Tardis turning knobs, setting levers, flipping switches and pushing buttons. At one point he even pounded a bell with a little mallet. Then he stopped and leaned over the console, looking her in the eyes. "So, Kaylee, challenge me. Where to next?"

Kaylee thought for a while. She perched on the railing that ran all the way around the console and considered. Most of those places didn't mean anything to her. She'd heard of Babylon, but she'd feel like a fool if she picked one of the three places he'd mentioned after he offered her infinity. So she started thinking about what she actually wanted. And it came to her. She smiled and looked at the Doctor, challenging him.

"Apples", she said.

"Apples", the Doctor repeated. Then as if he had only just heard her, and couldn't have properly understood, he asked, " _Apples_?"

"Yeah, apples." Kaylee got down off the railing and walked around to the Doctor. She held up the apple core she had been gnawing on, still attached to the stick, then she grabbed his hand and stuck the core in it. "Apples." She walked past him and started pacing in a circle around the console. "Did you know that every single apple in the Tauri system comes from a single tree brought here on a single generation ship? The branches have been grafted and cloned and spread throughout the system, and sure, there are regional differences because of soil quality or minerals in the water, or light levels, but essentially, every apple that anyone alive has ever eaten has been basically _the same apple_."

She stopped and made eye contact with the Doctor, then turned and paced in a counter-clockwise circle around the console. "But the story that gets passed down is that this type of apple was once just one of hundreds, maybe more. There were red apples and pink apples and yellow apples, sweet apples and sour apples, firm apples and soft apples, some good for baking, some good for pickling. And all these apples were common back on Earth-That-Was." She stopped again and looked up at the Doctor. He wore a rather confused expression.

"Yeah, I've been meaning to ask you about that. Why do you call it that? 'Earth-That-Was'?", he asked.

Kaylee half-coughed, half-laughed. She wasn't sure why she was being tested; surely he knew the history, same as anyone. For the moment though, she decided to play along. "Okay...", she said hesitantly, "Humanity was making great technological advances, but discovered too late that it all came at a price. They had out-mined all their resources and polluted the land and water to the point where the world was no longer livable. The magnetic field was out of whack and tectonic plates were breaking up. So they built these huge generation ships and left the Earth just before it was destroyed."

"Sorry, what was that?"

"The ships managed to get the last of humanity away just before the Earth was destroyed in a fiery explosion-"

"No it wasn't", the Doctor said with a confused expression.

"Sure it was. There are tales of the last ship leaving riding the pressure wave from the-"

"No. It wasn't. It's still there. Sure, it was polluted, with a poisonous sky, and humans couldn't live there anymore, mostly because of the temperature, but it wasn't _'destroyed'_. That's not even how physics works, by the way", the doctor explained as if telling a child that the tooth fairy wasn't real. "And without humans there killing it, the Earth got better. Even now, there are people returning."

"I'm sorry Doctor, but you are full of DIO-se. You may as well be saying there was never an Earth at all."

"Well then, Kaylee", the Doctor said with a smile, "I know where we're going. Prepare to see Earth-That- **Is** for yourself." The Doctor ran around the console idly flipping switches, then pulled back on a large lever and the central column rose and fell to the grind of the engine.


	2. Chapter 2

When the engines were silent and the central column was still, Kaylee looked to the Doctor and asked, "Have we landed? Can I see it?"

"Not yet", the Doctor smiled. "We're in orbit. You've got to see this for yourself." He raced over and stood by the door. "You've got maps, and stuff, globes, yeah? You know what Earth-That-Was looked like, right?"

Kaylee nodded and walked to stand with the Doctor at the door. "Of course. Any school child knows what it looks like. There's even a picture of it on the back of the older 10 credit coins."

The Doctor pulled the door open. "Go on, have a look."

Kaylee stepped hesitantly forward and peeked outside. They were in space, with the door open! She held out a hand in front of her, but it really didn't look like there was any glass... Then she saw the Earth hanging there, and she froze. There it was. It wasn't quite like the coin though; that was taken from a different angle. But there was Australia and India, and that little island off its coast, used to be called Serendib. In that moment, her mind made a connection between that island and the name of her ship, and she wondered why it took seeing it here in person before she realized it.

Her eyes darted back and forth over all of it, focusing on one spot, then another, wishing it would move faster so she could see what was over the horizon, but it moved so tantalizingly slowly. She thought she could just see Africa coming up...

She realized that the Doctor was watching her with a smile on his face. She wondered how long she'd been standing there. She made a conscious decision not to be embarrassed and instead said, "It's a lot greener than in the pictures."

"Well, it would be, wouldn't it?" the Doctor replied. "The pictures you've seen were of a dying world some 300 years ago, give or take. It's had all this time without humans to do what life does best", he waved his hands around vaguely, "It finds a way."

"Can we land now? I want to see if it still has apples."

The Doctor clicked his tongue and sucked in breath. "Not quite yet. I haven't left yet."

Kaylee snorted. "What is that supposed to mean?"

"Time traveler, remember? A long time ago, I was here, repairing transmat amplifiers for incoming colonists. That's happening right now. But don't worry. In a few minutes I'll be teleporting out of there, and we'll be able to land just in time to meet the first wave of colonists. Imagine that. You've spent your whole life thinking that one system held all of humanity, and in a few minutes, you are going to get to meet people that lived their entire lives in another system with no Alliance, no Unification War. Just all the other little wars and conflicts that seem so important to them." He sighed. "Makes you think, eh?"

"I'll say. It's a lot to take in. Time travel, teleportation, transmat amplifiers - whatever those are, and now alien folks."

"Oh, there are aliens out there too, lots of them. But I thought I'd start you off slow", the Doctor said cheekily.

Kaylee looked at him sideways. She wasn't sure if he was having a go with her, but she decided to disregard this and concentrate on the concept-shattering revelations she already had for now.

Something that looked like an egg timer, shoved between two levers on the console, dinged loudly just then, and the Doctor sprang into action. "There we go", he said and slammed the door. He paused for a moment to wink at her before running back to the console. "We can land now", he said. He twisted a knob, punched a couple buttons, and threw the big lever again. Moments later, he pulled back on it and ran back to the door, pausing to throw on his coat. "Well, what are you waiting for?", he asked as he threw open the door and plunged headlong into the lush green environment.

He didn't have to ask twice, and Kaylee ran quickly after him, but stopped just outside the door. They were on a softly sloping hill amongst many others that stretched out into the distance in one direction toward a wide river, and rose into craggier hills too small to be called mountains in the other. There was a cool dampness to the air that couldn't quite be called rain or even fog, and the sky was a uniform grey from horizon to horizon, though the bright sun could be seen mid-way up to its zenith, breaking the monotony. Kaylee turned slowly soaking it all in. There were small bushes in clumps dotting the hillside, and two flocks of sheep, one off in the distance, but one quite close by, unfazed by the landing of the Tardis or by its two passengers.

She stopped turning and faced the Doctor. "No city? No... buildings even. Are you sure this is the right place?"

"Yup", he said, then jumped in place a couple times. "You are currently standing in Trafalgar Square, amid the busy streets of London, England (a personal favorite of mine) some 300 years too late for the bus to Piccadilly." He smiled, proud of his own wittiness. "But the buildings are long gone. Really, they weren't built to stand the weather forever and people always figured someone would be around to fix the odd crack. Water widens that crack, and seeds get in to widen it further. Before long, geologically speaking, it won't support its own weight against a stiff wind and the whole thing comes down, sometimes onto the building next to it." He pulled a face and said quietly, "Amazing how fragile it all really is."

They stood in silence for a minute before Kaylee spoke. "Really not much to look at is there?"

"Hmm", the Doctor said, noncommittally. "A bit featureless, I'll grant you. But there is something just over this hill here that I think will spark your interest. Come along." He shoved his hands in his coat pockets and headed up over the rise with Kaylee just a few steps behind him. When he got to the crest, he gestured down into the shallow valley below. "Now, what do you think of those?"

Kaylee was puzzled to see a dozen metallic spheres about 1/2 meter across laying in the middle of the field in a circle 50 meters across. "What are they?", Kaylee asked as she headed down into the valley.

"Transmat beacons I was telling you about. If you'd been here just a few minutes ago, you'd have seen me leave through that circle with a couple of my friends." He shrugged a bit as they walked. "Well, you would have seen somebody leave, and I would have explained that that was me, but how I've changed and what-not, and that would have just been another thing on your list of stuff you don't understand yet, but will have to accept. So, all in all, it's a good thing we waited."

Kaylee decided to ignore these comments. "So, how do they work?"

"Well they're a sort of receiver. If you are going to be converted to energy and beamed half-way across the galaxy, you want to be sure of where you are landing. Otherwise, you could end up rematerializing a mile underground. The math required to even reliably hit a planet travelling at 67,000 miles an hour in an elliptical orbit around a distant sun... well, it's staggering. Most current computers would burn up trying it. It's far easier if there's a device at the other end saying, "I'm right here!"

"Anyway, just keep watching. You'll see how it works in a moment. The first group should be coming through any second now."

The two of them waited in silence for several minutes while the wind whipped their hair around and the occasional sound of sheep bleating came to them from over the hill.

"Any second now", the Doctor repeated quietly, and continued to wait.

Kaylee saw a blade of grass blowing in the wind that was longer than the rest and was going to seed. She plucked it from the ground and started picking the seeds from it one at a time and watched them get carried away by the wind as she dropped them.

The Doctor started to look a bit embarrassed. "Any... second... n- maybe I should just, you know, go and have a little look."

"You think?", Kaylee suggested with a smile and pushed him in the shoulder. The Doctor headed down into the valley with Kaylee following close behind.

The Doctor crouched over one of the metal spheres and ran his sonic screwdriver over it. "No... nothing wrong here..." He shut off the screwdriver and turned to Kaylee, leaning on the sphere. "See, I told you I fixed it."

"Yeah?", Kaylee responded sarcastically, "If that thing's working, where is everyone?"

The Doctor clicked his tongue and looked around. "Yeah... That's the question." He stood and pointed his sonic up at the sky, then considered it for a moment. "Well, it's the only way to know for sure", he decided. He knelt back down and used the sonic again. There was a click barely audible above the whirring noise of the sonic. He shut it off and pocketed it. Then he reached around the sphere with both arms and stood up holding it.

"Back to the Tardis, Kaylee", he said with a grin. "We'll soon know everything there is to know about this."

Kaylee threw up her hands and followed him, tired of all the walking. "You know what I'm not seeing Doctor? I mean, aside from all the people? Apples. Remember the apples, Doctor? The point of this little jaunt was to get me some apples, not exercise."

"Oh", started the Doctor, looking back over his shoulder as he crested the hill. "You know how it is when you get curious about something. Now I need to know. Just let me figure out this one little thing and I promise you bushels of apples. Pears even. Nectarines, cumquats, kiwi, bananas. Ever had a banana, Kaylee?"

"Dried ones", she responded. "They bake them into chips, then they keep forever. Sometimes that's all the fruit you get out in the depths."

"Then I'll get a banana. You should always have a banana around, just in case."

Kaylee tried to imagine an emergency cropping up that required a banana. "In case of...?"

The Doctor stopped and smiled at her. "You never know when a party is going to break out. Allons-y." He turned and continued on to the Tardis, kicked the doors open and walked in with the sphere.

When Kaylee got inside, he had placed the sphere on the catwalk next to the console. There was a hatch in the catwalk at the base of the console that Kaylee hadn't seen previously, and the Doctor had it open and was rummaging around through it. "Ahh!", he exclaimed and started reeling in what looked like a string of Christmas rope. He slid open a panel on the transmat sphere and plugged one end of the rope into a port underneath, then stood and plugged the other end into the Tardis console. The length of rope lit up and there was an electrical hum.

The Doctor wheeled the monitor around and started typing on a manual typewriter embedded in the console, then stood back and watched the monitor. After a few moments, he pointed at the screen and exclaimed, "Ahh!", but then didn't follow up on it. Shortly thereafter he said, "You see there?", then lapsed back into silence. Kaylee looked over his shoulder at the monitor, but all she could see were a series of inlaid and overlapping circles with lines of various length radiating from their centers. These circles would move about the screen, and the lines would shrink and lengthen and rotate, some fast, some more slowly. Occasionally the circles would grow or shrink, or gain or lose rings. She had absolutely no idea what she was looking at. "Aha!", said the Doctor excitedly and turned to Kaylee. "I told you it was working!"

The Doctor ran around the console again and started turning dials, then ran back around and typed aggressively. "We are definitely getting a signal, but it's weak. Too weak to get a transmat lock. If I can pinpoint the source of the signal - and, you know, I can - I can send them back a targetting signal which should be enough to help them establish a lock. I'll boost the beacon through the Tardis console, and we'll have immigrants before you can say Roberto's your uncle."

He stopped typing and stood back to look at the monitor once more. "Oh, that's not right."

"What?" Kaylee said, confused. "What's not right?"

"Well, see for yourself", the Doctor said, pointing at the gibberish on the monitor. "The signal isn't coming from anywhere near Gal Sec 7. It's not even from Space Station Nerva. Someone else is dialing in." He returned to the console for a moment, flipping switches and standing back again. "The signal is coming from somewhere nearby..."

"Nearby?", Kaylee asked, looking out the open door.

"Well, I say nearby. The transmat beacon is calibrated for immense distances. You could beam here from anywhere in the galaxy. For our purposes 'nearby' means anywhere in the Earth/Moon system. Ohhhh... It's time-shifted though! Very clever! That must be why the signal is so weak. And it's interfering with any other signals from further away! No wonder we are Nervan-free so far!"

"Wait", said Kaylee, her head starting to hurt. "Time-shifted?"

"Yeah, the signal is coming from the near future. Well, I say near... Anyway, I've got the coordinates. Care to see who's knocking?" He smiled broadly, but didn't wait for an answer. He ran around to the far end of the console and turned a large dial that clicked several times with a corresponding increase in the volume of the hum coming from the sphere.

Click. Hum. Click. HUM. Click. HUMMM! Then there was a loud "Voip!", and silence. Suddenly there were five figures standing in a group a few feet from Kaylee, next to the console. They were dressed in silver armor from head to toe with a large circular emblem on their chest and antennae protruding from each earpiece bent at a 90 degree angle and connecting above their head. They turned toward Kaylee with military precision, stomping smartly at attention.

Kaylee took an involuntary step back in surprise and found the Doctor at her side, holding her by both arms. He had a look of terror on his face.

"Cybermen!", the Doctor hissed.


	3. Chapter 3

"Run!", the Doctor yelled, and pulled Kaylee toward the doors.

The two turned and ran at top speed. The Cybermen could be heard marching behind them, but the way forward was clear. They sprinted through the doors and the Doctor pulled them shut behind him to block line of sight in case the Cybermen started shooting.

Kaylee stopped and turned once they were out the door, but the Doctor grabbed her by the hand and yelled, "Keep running! Over there!" He pointed at a clump of rocks not too far away. Kaylee led the way and the Doctor followed. They ducked behind the outcropping and stuck their heads over it to see the Tardis.

The door was slightly ajar, but the Cybermen were not following. "That's odd...", the Doctor said.

"Doctor, what were those things?", Kaylee asked him.

"Cybermen. Once they were essentially human, but they 'upgraded' themselves until there was nothing left of their humanity. They got rid of all their 'weaknesses', both physical and mental. Even emotional. There's still a brain inside there, but everything that made them relatable to you or me has been painfully stripped away. They are dangerous and ruthless, without pity or compassion. They follow logic and expediency. If you are useful to them they will use you. When you stop being useful to you... Well, they'll upgrade you."

From the Tardis, they could hear a hum start up, then slowly get louder. "Oh, no", the Doctor said. There was a loud "Voip!", and a flash of light could be seen through the crack in the door.

The Doctor turned around and slid down with his back to the rock and both hands in his hair.

It was a devastating decision that he had had to make, surrendering the Tardis to them, but there was no other choice. And now they were bringing more Cybermen through. Who knew how many there would be soon? And the thought of them in control of his Tardis. "Well, at least we know they won't be able to operate her." He said, mostly to himself. "Come on, think!"

"Doctor, they're coming out now", Kaylee said quietly.

The Doctor turned around and raised up just far enough to see without revealing their position. Two Cybermen were marching out shoulder-to-shoulder, but they were not headed toward the Doctor and Kaylee. Three more Cybermen came out of the Tardis at that point, in single file. The last one was carrying something. The Doctor reached into his pocket and pulled out a pair of opera glasses and put them to his eyes. It was the transmat beacon. They were headed out toward the valley where the circle of spheres sat. "Oh, no!", he said under his breath."

"What is it?", asked Kaylee.

"Follow me, but keep your head down." The Doctor ran crouched over toward the crest of the hill between them and the spheres, and laid flat before crawling the last several feet. Kaylee mimicked his movements as she followed him. From this position, they could watch the Cyberman procession below unnoticed, but helpless to intervene. The Cybermen fanned-out, forming a pentagon around the spheres as the last Cyberman in line placed the last beacon on the grass and gave it a little twist.

The Cybermen stood there for a short time surrounding the spheres, then it felt to Kaylee as if she blinked and the Cybermen were surrounding a crowd of people. It wasn't like it had been in the Tardis with the slowly building hum and loud "Voip!", just one moment it was an empty field and the next moment there were 60 or so people standing there, like a bad splice in an old movie. Above the wind, she could hear an odd computer-generated voice, but she couldn't make out what it was saying. She assumed this was how the Cybermen spoke. All of them raised their right arms, pointing at the crowd. There was some murmuring, but once again Kaylee couldn't make out any words. Mothers held their children closer; men stood between the Cybermen and their wives. Near the edge of the circle, a group of five men pushed through the crowd and tried to run for it. Two of the Cybermen turned toward the escapees with arms extended. Several blasts of light were fired and the men fell to the ground, motionless.

Kaylee stood and took a deep breath as if to yell, but the Doctor pulled her back down. "What are you doing?", she yelled at him, disbelieving. "We can't just stand here while they-"

The Doctor hissed at her. "You'll only get yourself killed as well. Believe me, I know." The Cybermen were marching the remaining group back toward the Tardis.

"But we have to do something. Doing nothin' is just as bad as helping them", Kaylee said plaintively.

"And we will do something", the Doctor responded, eyes darting back and forth and thinking hard. He watched as the herd of humans got marched over the rim of the hill. "We need some sort of advantage. We have no equipment, no weapons. We are facing a merciless enemy that will do worse than kill us and has control of the Tardis." He pounded the grass with a fist in frustration. "Think!", he yelled.

A new group of five Cybermen came over the hill on their way to the beacons. They were here too quickly to be the same group that had left with the humans. Kaylee felt a deep hole in her chest, knowing what was coming next. Just then the Doctor sat up. "Styre's terminal!", he yelled. He jumped up and grabbed Kaylee's hand. He pulled her to her feet as he ran.

"Who's terminal?", Kaylee called as she struggled to keep up.

"Styre", the Doctor called over his shoulder without letting up. "A Sontaran - another alien - he was here doing experiments on a group from Gal Sec to determine how easily humans could be conquered and what use they'd make as a slave race."

Kaylee spoke under her breath, "I'm starting to really dislike aliens."

"Oi", called the Doctor, having heard her. "Don't be racist. I'm an alien. Everyone's an alien to someone, come to think of it. Anyway, Styre had communication equipment near his ship. We can use that to radio Space Station Nerva and get them to stop sending new victims."

With that thought, Kaylee found the reserves to pick up speed a bit. They moved into an area that got increasingly rocky, but the Doctor picked his way through the outcrops like he knew where he was going. As they came around one particularly large group of rocks, Kaylee could see a yellow bulge perched on the side of a boulder. Coming around to the front of it, they could see wires hanging out the bottom of it, and two men kneeling below wearing filthy jumpsuits.

"No, no, no, no!", the Doctor said. The two men were holding armloads of gadgetry, some pieces had wires sticking out, and others exposed circuit boards. The two men had been gutting the terminal for valuable or useful components. They jumped when the Doctor spoke.

The closer of the two jumped to his feet, dropping what was in his arms and quickly shouldering the rifle that was slung over one shoulder, pointing it at the Doctor. "Who the blazes are you?

And where did you come from?", he demanded loudly.

The Doctor rolled his eyes and grabbed the man's gun, pulling quickly, and with one swift motion removed the strap from around the man's neck and threw the gun over his shoulder where Kaylee caught it. She quickly turned it around and pointed it back at the two men. At this point, the second man dropped his load of electronics and raised his own weapon.

The Doctor just pointed at him sternly. "Don't. Just don't." The man looked nervous and uncertain, and he kept pointing the rifle back and forth between the Doctor and Kaylee. The Doctor went on. "I'm the Doctor. Yes, I know. I lost the scarf and the floppy hat, but it's still me. And this is Kaylee, not Sarah." He gestured toward her and she raised a hand in a slight wave. "Now, this is very important. I need you to put all that back right now. The colonists have started arriving, but they are falling into the hands of Cybermen. We have to contact Nerva and get them to stop using the transmat!"

The man holding the rifle went white. "Cybermen, here?"

"Yes. And people are dying as we waste time talking." He bent down and started digging through the pile of components they had dropped. One of them caught his eye and he grabbed it, lifting it to his eye level. "This is part of the transceiver, but it's incomplete. Help me find the rest." The one he had disarmed looked defiant, whereas the other looked sheepish, but they both stood there without helping. The Doctor got impatient. "Yes, Krans, what is it?"

"This is our third trip. Many of the components have precious metals in them." The sheepish man said by way of explanation. He glanced over at the other one, then blurted out quickly, "Some pieces didn't come out easily. We may have broken them pulling them out." He trailed off, looking at the floor rather than at anyone.

"Fine", he said and pulled out his sonic. "We'll make do with what we've got. Kaylee, help me out here."

Kaylee pushed past the Doctor and dropped the gun on the pile of components. She quickly found a spot on the console with what looked like a microphone. She saw some wires dangling from beneath the console and reached underneath, feeling a square opening. She laid down on her back and scooted underneath the console. She pulled a small pen light out of her jacket pocket and turned it on, holding it between her teeth. She reached out a hand toward the Doctor and snapped her fingers. The Doctor handed her the circuit board he was holding. Kaylee plugged a red wire into the board and let it hang there as she grabbed a couple other wires. She selected one of them and removed the pen light from her mouth. "Does this wire look blue or black?" Then before waiting for an answer, she said, "I think it looks blue." She shoved the pen light back in her mouth and plugged the wire into the circuit board then shoved the board into the access panel. She reached her hand out again and snapped her fingers.

The Doctor looked around for a moment, then put his sonic into her hand. Kaylee's hand disappeared back under the console, and there was a tisking sound. She pulled the flashlight out of her mouth. "I need a screwdriver. Phillips head." She dropped the sonic next to her and the Doctor quickly snapped it up with a hurt expression. Krans spotted a screwdriver that they had been using earlier and handed it down to her, finally letting go of his rifle.

Kaylee gave the screwdriver a few turns and reappeared from under the console. "The receiver is broken. I could probably fix it given enough time, but we should be able to get a message out now."

The Doctor leaned over the console and quickly tapped a few buttons. They could hear the internal antenna change alignment. Nothing but static showed on the display, but Kaylee could see lights flashing on the circuit board and she nodded at the Doctor. He pressed a large red button right next to the microphone and said urgently, "Earth advance party to Space Station Nerva. Mayday, Mayday. Cybermen have captured the first groups of colonists. You must abort! Send no more, I repeat. Send no more! This is Earth advance party calling Space Station Nerva. Mayday, Mayday."

He let go of the button. "We'll have no way of knowing whether they received this message, but we've got to keep trying. I'm going to head back to the transmat beacons and see if they got the message." He pointed to his own eyes, then at Kaylee. "You keep sending!" And with that he was gone at a dead run.

He ran back toward the Tardis where another group of humans was just being led inside. He spat out a Venusian curse and ran instead toward the transmat circle. Would they have had time to convert the Tardis into an assembly unit? Probably. How many of the colonists have they already converted? This time it wasn't just his overwhelming sense of responsibility. This time there was no conflicting interior voice telling him he wasn't really to blame for these deaths. He was the one who helped the Cybermen invade Earth. Every death was directly due to his actions, and not just because he failed to save them.

He gritted his teeth and ran just a bit faster.

He got to the hill they had used earlier to overlook the transmat circle, and he dived to the grass and approached on his belly. There were a group of Cybermen surrounding the circle, waiting for the next group of colonists to come through. The Doctor pulled out his opera glasses and watched them as they stood motionless. He watched for an eternity over the space of the next couple minutes with only the sound of a slight breeze and his own heartsbeat to keep him company. Finally the Cybermen turned in unison and began marching. The Doctor replaced the glasses in his pocket and celebrated under his breath. The Nervans had gotten the message! He got up, first to his knees, then standing fully when it looked safe. He would follow them back to the Tardis and plan his next steps now that the first emergency was taken care of.

He had to retake the Tardis. Other steps were more important, but getting the Tardis back would make them far more attainable. Next he would put a stop to the conversions. Finally, he would send the Cybermen back where they came from. Of course, he didn't have the slightest idea how he'd do any of this.

He came over the rise where he could see the Tardis. He felt a pang of guilt to her personally, but pushed it aside. He'd go back and collect Kaylee, Erak and Krans first. Whatever plan he came up with would do better with a few extra hands. That voice in the back of his head that he would never consciously acknowledge added that it never hurts to take someone along who doesn't mind firing a gun.

Just then, the Tardis doors opened, and another group of Cybermen exited. Instead of heading toward the circle though, they were heading in the opposite direction. 'Now, why would they do that?', he wondered, but almost as soon as he thought the question, the answer came to him. They were heading straight toward Styre's comm terminal. "Kaylee and the others!", he said, breaking into a run. They must have intercepted the transmission and traced it back to the point of origin.

The Cybermen now dominated this valley, so he had to run the long way around its rim, losing valuable time. He would have to run his very fastest if he had any hope of getting there before the Cybermen did. He cursed himself again for having put Kaylee in this position. All she wanted were apples. He could have gotten those for her in the plains of pre-colonial America, or an open market in Kyoto in 2010. Why did he have to pick now? The answer was simple. He was showing off. He ran the rest of the way in silence, refusing to think about his failures as they were non-constructive. He had to focus on the here and now if he was to prevail.

He finally made it to the comm terminal, hopping over a small outcropping, to see Kaylee faithfully repeating the message he had given her. Krans was putting components together, trying to get the receiver working again. But just as the Doctor came into view, he could see the Cybermen marching around a clump of boulders. They stomped to attention and raised their right arm in unison.

"We surrender!", the Doctor shouted, running the last few feet with his arms in the air. Kaylee and the others turned and a look of terror came over their faces as they saw the Cybermen. "Put your hands up!", the Doctor told them. "See?", he yelled, turning toward the Cybermen. "We surrender. We are compatible!"

The Cybermen paused momentarily, allowing the Doctor time to settle amongst the others. He whispered, "Put your weapons down. Let them take you. I'll figure something out. Don't worry, I'll save you."

The Cybermen put their arms down and one of them stepped forward. "You will come with us. If you deviate from instructions, you will be deleted."

Kaylee, Krans and the Doctor moved forward, but Erak hung back. "No", he said in a strained voice. "I can't." He started crying and he held his gun close to his chest.

The Doctor turned around and approached him slowly. "You have to. But don't worry. I'll protect you."

"No", Erak repeated. "Not after what that potato-freak did. I know what Cybermen do."

"I know, but-", the Doctor started, but Erak moved suddenly and threw the Doctor backward, off-balance.

"No!", he shouted and raised his gun. He fired off two quick bursts, hitting the right-most two Cybermen dead in the chest with a barely visible energy pulse. The two Cybermen fell to their knees in unison, then flat on their faces even as the other three reacted. They each raised their right arm, and a compartment in their wrist opened, revealing a blaster. Each fired just one efficient shot, and Erak crumpled to the ground with an agonized cry.

The three Cybermen turned in unison to their remaining prisoners. Their blasters folded back into the compartment in their wrist, and they lowered their arms. The one on the left spoke again.

"You will disarm or you will be deleted. You will come with us or you will be deleted."

Krans pulled the strap from around his neck and quickly dropped his weapon. The Cybermen moved into a close triangular flanking position and paused for the barest moment before marching back toward the Tardis by the most expedient route. Kaylee, Krans and the Doctor were forced to move in lock-step to avoid being trampled.

"Doctor, what are they going to do to us?", Kaylee asked in a quavering voice.

One of the Cybermen cut off any response the Doctor may have been preparing. "You will be silent", it said in it's emotionless, mechanical voice. She hated how it spoke, not in a request - though she really didn't expect that - but not even in the form of an order. It spoke in certainties, as if stating facts.

She also hated that it was right. She couldn't muster the defiance to contradict it. She was too afraid because of the brutality that she had seen, but she was even more in dread because she didn't know what was coming, but she could tell it was going to be much worse.

They arrived at the Tardis, and one Cyberman lead the way in, with the other two following behind them. The Doctor stopped just inside the door. "Oh, no. What have you done to her?", he anguished.

Hatches on the console had been removed, and glowing cables led away, below and behind the console. One entire section of the console was laying on the floor with the casing removed and the circuitry exposed. A Cyberman was kneeling over it welding on a cyber-control unit; arcs of electricity popping brightly between his outstretched finger and the circuit board.

Worst of all, the back wall had been entirely removed. A sheared-off pipe was dripping liquid from the ceiling and several cables were dangling and sparking intermittently. A room somewhat larger than the console room could be seen past the missing wall where at least a dozen Cybermen were assembling large pieces of machinery into something that looked like an abattoir.

The one that had been leading them turned and said, "Take them to the holding chamber."

The other two grabbed both Krans and the Doctor by the arm, and one of them pushed Kaylee forward. They were led down a staircase toward a hatchway in the side wall beneath the console. A voice came from behind them, still mechanical, but in a deeper tone and with a slight hint of emotion. "Stop", it said. "This one is not for the conversion. He is incompatible."

Their guards stopped and the Doctor, Kaylee and Krans turned toward the new voice. From behind the console stepped another Cyberman, but this one was a bit different, with black markings on its armor and an organic brain clearly visible through a clear casing in its forehead. Four glowing cables ran from beneath the Tardis console and were plugged into sockets in its armor, one underneath each arm, and two on its chest. "You would be the Time Lord known as the Doctor. Approach, for we have much to discuss."

The guards let go of the three of them. The Doctor massaged some feeling back into his arm where the Cyberman had been holding it. "Ah, the Cyber-Controller. I take it you need something", he said conversationally while walking slowly back up the staircase. "I'm an absolute whiz with all the technology you are currently ham-handedly destroying, but understand that I'm not inclined to be helpful while my friends are being threatened. So, let them go and I'll listen to what you need."

"You misunderstand", the Cyber-Controller responded with a touch of humor in its voice. "We do not require anything from you." He emphasized the word 'require'. "We have nearly completed our conversion facility, and though the science behind your Tardis's operation may be beyond us for now, we do know how to work a switch and read a dial. I have been hooked into your console, and I am coming to understand the data that it processes. I will become the first Cyber-Chronocontroller. It is only a matter of time until I understand it all, then we will extend Cyber-control to all of time and space." It paused to let this sink in.

"No, I do not need anything from you. What we have worth discussing, is an alternative."

"Wait, what?", asked the Doctor. "An alternative? You are offering me a choice?"

"Correct. The safety and security of the Cyber-race is our primary concern. Extending our reach and improving our military capabilities, ultimately through all of space and time, is merely a means to an end. What we require first and foremost is a home-world of our own. This world."

"But why?", asked the Doctor. "Why this world? What is it about the Earth that is so interesting to every alien race in the universe?"

"The first time we Cybermen met with humanity was on the eve of the Earth's destruction. We could not prevent it, but we attempted to save the human race. Instead, you worked with humanity to destroy Mondas, and along with it, most of the Cyber-race. Yes, Doctor, we know you played a part in this, so the loss of our home-world is your responsibility.

"Since then, we have watched humanity. We have seen what they have done to their own planet, and in the end, they abandoned it. Even they did not want it. But they left it unlivable. Now 300 years have passed, and life can return, but it should not be humanity. They had their chance, and they had all the advantages, and this is what they've done with it."

The Cyber-Controller moved to stand face to face with the Doctor. "It will be the Cybermen. This will be New Mondas, and we will steward it and secure it. It is owed to us. You, Doctor", he said, touching the Doctor's chest with his outstretched finger, "owe it to us. In addition, we will limit ourselves to it. We will surrender your Tardis to you. There will be no Cyber-Chronocontroller. We will stay on New Mondas and let the rest of the universe turn as it will. That is, if instead of working against us, you help us."

The Doctor got a very bitter look on his face, and he gritted his teeth. "And what of humanity? What of the colonists arriving here?"

"They will undergo conversion. We will rebuild our race. Our future must be secure, this is paramount. But in your consideration, remember the alternative."

"And what do you want from me? Why are you offering me this alternative?"

The Cyber-Controller turned, dragging glowing cables behind as he paced. "Our ship, the one you brought us here from, is drifting, without power. It has become caught in the gravity well of a star. The last of us are dying even now."

The Doctor sat on the railing that extended around the console. "Well, in the near future, which due to your involvement here, I'm sure you know is now causally linked to this time." He took a deep breath through his nostrils. "But that signal didn't come from some dying spacecraft around some random star, that was close - really close. Tell me, where did it come from?"

The Cyber-Controller paused for a moment. "That is irrelevant. We cannot yet bring them here, and by the time we learn to, it will be too late. You can save them now. This is what we will trade for the universe. Bring my crew here, leave us this planet."

Now it was the Doctor's turn to pace. He ran his hands through his hair, yanking at it. He stopped and turned back toward the Cyber-Controller. "Just this one? You swear? No galactic conquest? No pre-emptive destruction of potential threats?"

"None. We will construct an energy barrier around this world and live in isolation. Unseen, unknown. You will leave in your Tardis. Let the world believe the Earth is destroyed."

Kaylee had been watching this whole thing with growing horror, and now her revulsion became greater than her fear and she could keep silent no longer. She pushed her way forward and climbed quickly half-way up the stairs. "You can't be considering this! This is true horror! What they have planned for us? For the human race? To be turned into-" She looked around at the Cybermen working on the conversion chamber and the others going about their tasks or simply standing, awaiting orders. "- turned into this? And the Earth? I grew up thinking it was destroyed, then you show me it still exists only to hand it over to these metal murderers? You can't do this! You just can't!"

The Cyber-Controller raised one finger and the Cyberman behind Kaylee came forward and grabbed her by the arm. "You will think differently soon", the Cyber-Controller said. "Take them for conversion."

The Doctor stood there, teeth clenched in impotent anguish as Kaylee and Krans were taken away. "Doctor!", Kaylee cried out. "Doctor!"


	4. Chapter 4

The Doctor watched Kaylee struggle as she was led off, with obvious agitation on his face, but he turned away slowly anyway and hardened his expression. "What star are we talking about?", he asked, his voice nearly steady.

The Cyber-Controller responded, "In our catalog, it is H1K-413."

The Doctor walked to the console and typed in a few numbers. He glanced up and saw the monitor, then pushed it disgustedly out of his way. "Time displacement?"

"Fifty years hence."

The Doctor walked to another station and turned a dial. A display mounted just above it cycled through numbers with each click of the dial, until the Doctor moved on. He went back to the first station on the console. "Compensating for molecular drift...", he said to himself, then louder, but without looking over his shoulder, "How many did you say there were?"

"Forty-one Cybermen", the Cyber-Controller said, watching the Doctor closely. The Doctor walked to another station, pushed a button, then toggled a number of switches. He walked around to the big lever, dragging the monitor along its track with him. He glanced at it to be sure his calculations were correct and stood there for a moment with his fingers resting on the lever.

"There we have it", he said resignedly and looked up at the Cyber-controller. Then he smiled broadly and slammed the lever forward. The central column rose and fell once. "Goodbye!", the Doctor said with a little wave, and instantly the Cyber-Controller disappeared. The cables running from the console dropped heavily to the floor. At precisely the same moment, Cybermen doing alterations all over the console room disappeared, tools clanging to the floor.

The Doctor typed furiously, then looked at the monitor again. The screen was littered with green and red flashing dots and one purple. All but two of the green dots were clustered together, and all but one of the red were clustered in the opposite corner of the screen. The purple spot was dead center with the other two greens close by. One red dot was all on its own. "Hah!", the Doctor cried. "Too bad no one was around to see that", he said, looking around.

Then he sprinted down the stairs and soon caught up with Kaylee and Krans. "You two alright?", he called as he approached.

"We're fine", Kaylee called out, surprised. "Doctor, what just happened? The Cybermen just...", she trailed off.

The Doctor lifted her into a huge hug before answering. Then he put her back down on her feet and reached out to squeeze Krans' shoulder, giving him a look that expressed his concern. Then he looked Kaylee back in the eyes. "Pinpoint site-to-site transport. It's been ages since I used it, but I thought the Cybermen needed to cool down, so I dropped them off at the pool." He smiled manically. "Well, except for the Cyber-controller. Him, I stuck in the zero-room. Should take him a while to figure his way out of there." He looked off into the distance and said in a quieter tone, "Too bad I don't have a gold-room to send them to. Would have solved all our problems." Then he noticed that Kaylee and Krans were looking at his strangely and he felt the need to explain.

"Cybermen have a severe reaction to gold. It clogs up their-" He gestured toward his chest, then his face and finally he rotated his shoulders awkwardly. "well, their everything. Fatal really."

He seemed to come back to the moment then. "Still, they'll find their way out soon enough. We have to free their captives." With one last squeeze of Kaylee's shoulders, he ran past them. They looked at each other and shrugged, then ran after him.

He ran to a closed door and unlocked it by cranking a large lever from left to right, then he pulled it wide open. The room beyond was packed with people. "Everybody out! Follow Kaylee!", he yelled. He started ushering people through the doorway and pointing the way to the console room and out. Kaylee got the point and motioned the first group of people toward herself and backed toward the exit.

Once the group got some momentum and it was clear no one was going to get trampled, he moved on to a second door and repeated the process. "It's okay", he called out. "You're all safe now, but we've got to move now. Follow Krans here."

Krans started leading the group, mimicking what Kaylee had done with the first group, happy to finally be doing something useful. The Doctor ushered people out again for a short time, then he ran past them and up the stairs. "Excuse me", he called as he passed without looking. He excused himself a couple more times, then yelled out, "Make a hole!", as he ran toward the front of the swiftly moving line.

When he got to the console, the rest of the line continued left and out the doors of the Tardis, but he turned right and ran around the other side of the console. He dropped to his knees and ripped out the grating from below the console. He pulled out a wooden box and checked its contents, then pulled out a second box and opened it as well. Satisfied, he stood up with the second box and re-joined the end of the line.

Once they were outside he gathered them up. "Listen up all of you!", he called out. "Divide yourselves into groups of six to eight. There are rock formations to the North and East of here.

Spread out and find a place to hide amongst them." He handed the box to Krans and removes a walkie-talkie from it, holding it high above his head. "Each group, designate one person to get a walkie-talkie from Krans. Do not use it to send. The Cybermen can track you while you are sending. At the same time, do keep them on. When I fix this, I will call you all back. Alright?" He looked around at the group. Some of them were looking at each other, some leaders were emerging from the group, some were talking nervously, and some groups, mostly families, were already formed.

"Good. Now head for the hills. Each group go a separate way. Move, now!"

He handed his walkie-talkie to the leader of the closest group and watched them turn and walk quickly away. He watched as members of the other groups approached Krans and were handed a walkie-talkie. When all the groups had one and were heading out, he turned to Krans and Kaylee. "Krans, I want you to-", he started, but then he noticed that one of the women hadn't left with her group. She just stood there with her hands on the shoulder of a young boy around seven or eight years old. There were tears in her eyes and her mouth kept starting to form words, but stopped before any came out.

"Hey", he said gently. He walked up to her and put a finger under her chin, lifting it slightly. "It's okay. They're not going to hurt you now, you're safe. You can go, I promise. You're safe now."

"That's not it", she said through the tears. "I - we, I mean. We wanted to thank you. I couldn't leave without saying thank you."

"Och", he said, understanding and embarrassment showing on his face. He smiled and wiped a tear from her cheek. "It's sort of my job." He looked down at the boy and ruffled his blonde hair.

"But I don't get paid until this young man is safely hidden. Go on, catch up with the rest of your group." She stood there hesitantly and sniffled. "You're welcome", he finally said. With that, she smiled and the two of them ran to catch up to their group.

The Doctor watched them go for a few moments, then turned back to Kaylee and Krans. "Krans", he started again.

"I know what I should do", Krans broke in. "I'll get back to the communicator and tell the Nervans to send armed security forces. Our guns are effective, and we could easily outnumber them with some help from the Nervans."

The Doctor grabbed him by the shoulders. "You have to promise me you _won't_ do that. When Erak took two of them out, they started analyzing everything about the encounter. By the time we arrived at the Tardis they would have developed a counter-measure. The same weapon won't work again. And anyway, the Nervans were asleep while your people were out there living and evolving. They are 500 years behind you technologically. No. You go back and get your gun, but then you find one of the groups and stay with them. Do not use the weapon unless absolutely necessary. Got it?" Krans looked as though he were trying to come up with an argument. Every instinct he had told him to fight instead of hide, but in the end he had to admit the Doctor was right. He nodded.

"Good", the Doctor said. "Go." He patted him on the shoulder and turned to Kaylee.

"Kaylee, I've got to go back in there. I can't ask you to go with me, but I won't lie. I could really use an extra pair of hands, and I couldn't ask for a better pair than yours. I don't know for sure that it will make a difference though. Going in there might mean marching to my death, and if you go-"

"Oh, there's no **_way_** I'm going back in there", she said. The Doctor stood there for a moment with his mouth open, and Kaylee reached out and closed it for him. "You've seen what they do to people. This is like the part in the zombie vid where the heroes find somewhere safe to hide but they bring someone with them who's been bit. Sentimental but dumb. I get it, that's your ship, and even if it wasn't, you feel responsible, so you are going. I want to help, but I'm not going in there." She grabbed the last walkie-talkie from the box. "I'm going back to the transmitter and see if I can get the receiver working or something. Call me if there's something I can do from there." And with that, she took off running.

The Doctor put his empty hands in his pockets and watched her go for a long time. "That's good", he said to himself. "No. That's good. I shouldn't have asked her anyw- I didn't want to ask her. I explicitly said I wasn't going to. This is good." He turned toward the Tardis and walked back, mind racing. When he got inside, he closed the door and took off his coat, hanging it over the stair railing. He pushed a button on the console and moved the monitor around to face him. The Cybermen had escaped the pool and were all over the place, but the Cyber-controller was still in the Zero Room. Good.

He slowly descended the stairs and walked out of the console room, pausing to examine a dangling cable. He tsked and moved on down corridor after corridor until he got to the Zero Room. He paused at the door, took a slow deep breath and let it out again. He opened the door and stepped inside.

The room was octagonal with a sloping ceiling. It glowed a bright white though there was no sign of a light source. There were large circular openings into squared-off alcoves that glowed faintly pink. The Cyber-Controller was suspended in mid-air in the precise center of the room until the Doctor entered, at which point it slowly descended to the floor. The Doctor stepped to the side just inside the door and leaned against the wall. "You know I had to, right? I couldn't let you convert all those people."

"I've had a very long time in here to think, Doctor", the Cyber-Controller replied, ignoring the Doctor's statement.

"Yeah...", the Doctor said, running a finger along a seam in the wall. "It's this room. It cuts out all external influences. No radio signals, no subspace communication, no telepathic influences, even space and time seem to dilate."

"Not just seem to, Doctor. I measure the passage of time via observations of a small quantity of cesium vapor within my armor. Its half-life is quite predictable, but between the time I found myself in this room and when you opened the door, not one particle decayed. Similarly, writing to my long term memory proved impossible. My biological components remembered thinking the same thing over and over, but my electronic components did not. I had to come up with a different way of storing my memories." The Cyber-Controller took a single step closer to the Doctor.

"Yeah... That was certainly a risk of sending you here, but I had to be sure you didn't reconnect to the Tardis, even wirelessly."

"Do you know how much information can be stored in a single photon, Doctor?", the Cyber-Controller asked, taking another step forward. He didn't wait for an answer, but continued on. "The answer is essentially infinite. It only depends upon how many colors you can split it into without interference. I found my means of long-term storage, I repurposed my visual sensors to storing memory. In the process, I upgraded my brain capacity billions of times."

The Doctor's jaw went a little slack at this. "Billions of times? Wait - you repurposed your visual sensors?"

The Cyber-controller took another two steps forward. "Yes Doctor. I am now blind. But it matters not. I understand now. I understand everything. All of time and space. I am become the first Cyber-Chronocontroller."

He turned slightly to the right, facing the Doctor directly. He reached out swiftly, before the Doctor could react and grabbed him by the tie. "I only need the parts, and I will get them from your ship."

Outside the open doorway, two Cybermen stomped into position. The Cyber-Chronocontroller pushed the Doctor toward them and they grabbed hold of one arm each. The two Cybermen turned and began marching the Doctor back toward the console room. The Cyber-Chronocontroller followed.

"You may think we've lost our bargaining position, Doctor", the Cyber-Chronocontroller continued, "but you would be wrong. You will help us."

"I only ask because I'm so curious", the Doctor said conversationally. "Why will I help you?"

"Because I intend to kill you, and deal with your next personality. Who do you think you'll be, Doctor?" He paused for effect. "My bet is that he will be someone more willing to cooperate. Tell me Doctor, how many more regenerations do you have left?"

The Doctor didn't respond. They marched on with only the echo of the Cybermen's footfalls as company.

When they got to the console, the Doctor said hurriedly, "But I won't be able to help you, not even the next me. The timelines are locked - your crew was moments away from destruction. By now we are too late to do anything."

"It is true, we are too late, but we haven't always been. You will send a message, Doctor, into the past. Something enticing. Something that if you were to receive it, you wouldn't be able to resist. Something you would certainly respond to."

Realization and horror began to dawn on the Doctor's face. The Cyber-Chronocontroller had discovered a way out of the closed loop the Doctor had put him in.

"I see you've caught up now", said the Cyber-Chronocontroller, bending down and feeling around for the cable lying at his feet, still connected to the Tardis console. He plugged it into one of the sockets in his chest armor. "Then it is time for you to die." He bent, reaching for another cable. One of the Cybermen approached and helped him plug this one in as well. "See you in the next life, Doctor", he said with apparent amusement. Then to the two Cybermen he said, "Kill him."

"I won't regenerate!", the Doctor yelled.

"Wait!", the Cyber-Chronocontroller called out. "What do you mean, Doctor? Are you saying this is your last regeneration?", he asked with a hint of amusement. "Desperate ploy, Doctor. It won't work."

"I will refuse!", the Doctor said quickly. "I will refuse to regenerate. I will just die. You will have nothing. And no one to help."

The Cyber-Chronocontroller paused for a moment with another cable in hand. Then he plugged it in. The Cyberman handed him the final cable, then marched back over to join the other. "We shall see, Doctor. I may have to be satisfied with just your Tardis. Kill him", he repeated.

The two Cybermen raised their right arms, pointed directly at the Doctor's chest. Their guns emerged from the compartment in their wrists.

Just then, the doors to the Tardis banged open. Both Cybermen turned to see Kaylee burst in. She was holding Erak's rifle, but there were obvious, hasty modifications. She fired the moment she saw them, and swept a beam of golden energy across the room, catching both in an arc through their chests. They both let out a mechanical scream and fell to the ground. Kaylee raised the rifle to her shoulder and took aim at the Cyber-Chronocontroller. She pulled the trigger hard and closed her eyes, screaming loudly.

The Cyber-Chronocontroller was hit full in the chest. He yelled, "Noooooooooooo!". Kaylee still had her eyes screwed tightly shut and was holding the beam level, screaming all the while, so she didn't see as the Cyber-Chronocontroller fell to his knees and his brain plate was caught in the beam. The clear casing shattered, and he fell forward, dead.

Kaylee was running out of breath, but continued to scream until there was none left in her. She continued to fire with her eyes shut until she felt the Doctor's hand on hers, and she knew it was over. She opened up her eyes as the Doctor gently took the gun from her hands.

"Kaylee", he said quietly, "how did you...?" He let the question trail off.

"Well", she said shakily, "you practically told me everything, I just put it together."

"Yeah", the Doctor said, turning the gun over and examining it. "That was pretty brilliant of me. Remind me - what did I tell you?"

Kaylee breathed out, then spoke more confidently. "You said that their guns won't work, that the Cybermen would have developed countermeasures against them." The Doctor nodded. "So I knew I had to modify them. You also said that they had a severe reaction to gold. That's when I remembered that the parts Krans and Erak were pulling out of the transceiver had precious metals in them. So I found Erak's gun and I did the same thing to it as we did to Serenity's engine. Wham! We have a Plasma Charged-Conduit, Gold Delivery Ray."

She looked down. "I'm still working on the name", she said quietly.

The Doctor put an arm around her and guided her to the console, then he set the rifle down and held both her arms in his. "You saved my life, you know. Thank you", he said. "But there is work still to be done. This isn't one of those, 'cut the head off the snake' type things. Another Cyberman will be promoted, and they'll just continue the work."

He brushed a stray lock of hair out of her face. "You can head out to join the others, if you like. I'll take it from here."

"Right", she said. "The others. They should be told. But no, I don't think I could face them just now. Some of them are in mourning now, and with the Controller-guy gone, the loss of life seems so..."

The Doctor straightened up and put a hand to his head. "Stupid!", he yelled, making Kaylee jump with surprise.

"Doctor?", she asked.

He spun around in place, grabbing his hair in both hands. "Oh, I'm so thick!" He stopped and stared at Kaylee, his eyes darting back and forth between hers. "And he figured it all out so quickly! That's the embarrassing thing."

"Doctor, I'm lost. Figured out what?"

"The signal! The one we received before the Cybermen showed up! It was time shifted - from the near future!" She looked blankly back at him. "From now! And I said it was close. Within Earth orbit. Oh, it was a LOT closer than that! But the equipment wasn't sensitive enough to show us. It was coming from here! Right here! You see?"

She shook her head. She got what he was saying, but still trying to understand what he meant by it.

"The Cyber-Chronocontroller was trying to get me to send a signal back in time to where the ship could still be saved. That was the signal we got earlier! Don't you see, it's a causal loop! The only reason we got that signal was because the Cybermen were here to force me to send the signal back! It's a paradox!" He jumped up with excitement, barely able to contain himself.

"So many days; so many terrible days I get stuck watching events take place, unable to interfere because it's a fixed point in time! But not today! This is the day we save Pompeii! This is the day we get to kill Hitler!" The Doctor grabbed the monitor and ran a loop around the console, holding it and laughing manically. He came back face to face with Kaylee and sent the monitor sailing along its track.

Kaylee had never seen him like this and she feared for his sanity. "Doctor?" she said plaintively, willing him to calm down.

"We can literally do anything we want!", he carried on, oblivious to her concern. "None of it matters! The Cybermen poncing about in the bowels of the Tardis, Erak, the colonist who were converted, or even killed." He did another little turn then gripped her again by both arms. "None of it matters!"

Kaylee pulled away then slapped the Doctor hard across the face. "How dare you?", she asked angrily.

The Doctor was shocked, and for the moment, speechless.

"This has been just about the most horrible day of my life, Doctor. People have died at the hands of monsters. And you are _celebrating_?"

"But..." the Doctor said, taken aback. "None of it will have happened."

"It _has_ happened. I saw it. I saw those colonists shot. I was there when Erak was murdered. I would have run to him if I didn't fear for my own life, and they were about to turn me into a metal monster too, so don't you dare tell me it didn't happen!"

The Doctor nodded, understanding where she was coming from. "I get it. I do. Sometimes I forget. I see so much death and destruction, each life weighs on me, and Kaylee -", he looked her in the eyes and shook his head very sadly, "it is so, so very much weight. Those lives today, I had already added them to the list. My celebration was because I could take them back off."

He walked over to the doors and gestured outside. "Right now Erak and Krans are dismantling Styre's transceiver, oblivious to what happened here. To what has now never happened, because I will _never_ send that signal. Colonists are coming through the transmat right now. Joining loved ones and celebrating. Making plans to build Earth anew. The Cyber-Controller is with his full crew, stuck on a ship falling into a distant sun or melted to slag by now. Some part of him may know about, or even remember this aborted timeline before he is destroyed, but there is nothing he can do with that knowledge."

"Wait, if the world is resetting, or whatever, how is it that we remember the things-that-have-no-longer-happened?" Kaylee asked, not sure she was buying it.

"The Tardis", the Doctor said, as if that explained it all. Seeing that more explanation would be necessary, he added, "Well, I wouldn't get very far travelling through time, righting wrongs and whatnot if I couldn't remember what I've done. The Tardis manages the timelines for the people within her."

Kaylee still looked skeptical, so he went on. "Take Unification, for instance. I could never do anything about that. It's a fixed point in time. There'd be too much damage to the timelines even if I managed it. But say the Tardis landed in the middle of some battle, some atrocity where one side or the other tested out a new chemical weapon. We _can_ do something about that, and in the larger scope it will never matter." Kaylee's face hardened and it looked like she was going to dig into him again, so he held up a finger. "No hero would emerge from that battle to rally support and go on to turn the tide of war and prevent Unification. _But_ , a lot of people would survive that battle, and after the war they would go back to their lives, back to their families.

"Nothing big, but a lot of small. If you couldn't remember what would have happened without your involvement, it would seem like nothing. The Tardis lets you remember so you can keep going. Keep fighting the battles when you know you will never win the war."

Silence fell over the console room, and Kaylee sat in thought. She looked around at all the destruction then, the missing wall, the repurposed equipment. "What about all this? How are you ever going to clean up? Can it even still fly?"

"Ah", said the Doctor, brightening. "That's the best part." He grabbed his coat, closed the doors and took Kaylee by the hand. "Follow me", he said with a mischievous look.

He led her down the stairs and out of the room. They passed through corridor after identical corridor, with doors that all looked the same. A couple on the right were open, and she knew they led to the larders where the colonists had never been kept. Further on they passed another open door and Kaylee looked in to see a Baroque-style swimming pool. The Doctor continued on, giving Kaylee no time to stop and wonder. Finally, he stopped in front of another door. "Here we are!", he said.

As far as Kaylee could tell, this door was no different from any other that they had passed. What marked it as the one he was seeking was a mystery to her. He turned the crank and pulled the door open, stepping through.

Kaylee walked in, mounted a staircase, then stopped in awe. They were in the console room again, but there was no damage whatsoever! "How...?", was all she could manage.

"It's a back-up console room. There are a few of them about, but I remember this one well. He ran to the console and blew some dust off of it. He flipped a switch on the side of the monitor, and it came to life. "Just need to set it as the main console room...", he typed on a keyboard as he spoke, then flipped a couple toggles and pressed a red button. "... then jettison the old one. Who likes cleaning up messes anyway, eh?" He typed for a few moments more and flipped a large lever. Somewhere in the distance a deep bell sounded once. "Bob's your uncle."

He smiled and motioned for Kaylee to join him. Kaylee continued up the stairs and approached hesitantly. "Now this part is going to blow your mind", he said with a smile and ran to the door.

He opened the door and showed her the lush green hills of 26th century London.

Kaylee stepped outside and looked around, shaking her head in wonder. "Let's... just go see the colonists."

Soon they were cresting the hill with the circle of transmat receivers in sight, or at least they would have been in sight if not for the crowd of people surrounding them. Just then, a new crowd of people popped into existence in the center of the circle. There was the sound of joyous laughter wafting up the hill on the breeze, and hearing it helped to turn Kaylee's mood around. She turned to look at the Doctor, then hurried down the hill while the Doctor watched from afar.

Someone was apparently in charge, because as Kaylee approached the circle, a deep male voice called out, "Move away from the center of the circle! Wave three will be incoming shortly."

There were several men who pushed in to the center of the circle then and started herding the colonists out. For a moment, Kaylee saw them as Cybermen, herding the others toward conversion. The moment passed quickly though; they were merely humans and the others were being ushered toward safety. Kaylee deliberately looked elsewhere.

At the edge of the circle, people could stop and relax, notice the world around them. Kaylee could hear snippets of conversations. "... almost got used to the smell of recycled air ...", "... it's so green ...", "... that incredible smell ...", "... can't put that in a book, can you ..." Kaylee continued to walk around the circle.

She saw several people here and there just sitting in the grass or running their hands through it as if they'd never seen it before. One was even standing with a handful of grass and letting the wind catch it blade by blade and carry it into her face. Kaylee smiled as she watched, but then was surprised to bump into a small boy who came bursting out of the circle. She knelt to make sure he was okay and ruffled his hair a bit.

A second boy burst out between two adults, but came to a stop when he saw Kaylee with the boy he'd been chasing. Kaylee realized this was the boy from before, whose mother had thanked the Doctor.

He looked at her with no recognition in his eyes, then looked down at the other boy. "Come on Tomas", he said.

The younger boy looked at Kaylee for a moment longer, then ran off again. "Can't catch me!", he called.

"Krayse!", called a woman's voice, and Kaylee stood to see where it came from. "Krayse!", she called again, and Kaylee located the source. It was the boy's mother.

Kaylee called out, "He's over here", at which point Krayse took off running after Tomas. "Well, he was", she said to herself.

Krayse's mom emerged from the circle and looked at Kaylee expectantly. Kaylee pointed in the direction he disappeared and said, "He's playing with Tomas." Krayse's mom gave her a brief smile, then a searching expression as she looked Kaylee up and down. Kaylee suddenly felt quite conspicuous in her tan overalls and pink flowery shirt.

Whatever questions she had though, Krayse's mom kept them to herself and went off after her son and his friend.

Kaylee had wanted to be part of the happiness, but now she could see what an outsider she was. She looked up the hill to where the Doctor still stood, coat blowing in the wind, and couldn't help but think this is how he always feels. She took one look back at the colonists then walked up the hill to join the Doctor, not really feeling like she belonged either place. "C'mon", she said when she reached him. "They don't need us anymore."

They trudged back to the Tardis in silence. Kaylee stepped inside and the Doctor followed, closing the doors quietly behind them. He took off his coat and threw it over the railing, all the time watching Kaylee to see if she would speak first. When it became apparent that she wouldn't, he broke the silence. "So! Kaywinnit Lee Frye, where to next? Shall we see if there are any orange glow-y lakes out there?" He stepped over to the console and laid a single finger on the large lever. His eyebrows were raised in an expectant manner.

Kaylee's shoulders sank, and she let out a sigh. She turned, bracing herself with one hand on the railing. She had her eyes closed as she spoke. "Doctor, when we met, I thought you were brilliant and handsome and funny and brave, and of course I wanted to come away with you. But when I saw you earlier - I realized that was just a mask you can wear, and what I saw underneath scared me. Now, I'm not saying you aren't still a good man, just that I can't ever understand you and that means I can't feel safe with you."

Her eyes fluttered open, but she still wasn't looking at the Doctor, rather up and to the left. "The things I wanted from you, the reasons I came with you - I don't think you can, or at least will give me. And whatever you wanted from me, the reasons you asked me to join you -" She closed her eyes again. A single tear rolled down her cheek. When she opened her eyes again, she was looking straight into the Doctor's eyes. "I don't think I can help you anymore."

She swallowed hard.

The Doctor nodded. "Okay", he said. He spread his hands out along the console and lowered his head to where he was almost touching it. "I understand." He pushed himself back up to standing.

"Huáng Chóng City spaceport, Malchoir, then?"

"Mmm-hmm", Kaylee said, biting her lower lip.

The Doctor nodded again and walked around the console slowly, pushing buttons and flipping switches. With obvious reluctance, he flipped the big lever, and the engines started up with their familiar rasping sound. "Oh Kaylee. We could have done great things together. The sights I would have shown you...", he trailed off.

Then his demeanor changed entirely. He sniffed in deeply and clapped his hands. "Still, it's for the best, I suppose. You've got a ship to run, and it certainly isn't going to run itself." He approached her slowly and laid his hands comfortingly on her shoulders. "There is one thing though."

His right hand moved from her left shoulder up to the side of her face, then to her temple. "Those modifications we made to the engine. The same ones you made to the rifle. I wasn't fully myself when I shared them with you, and I never should have."

"Doctor, what are you doing?", Kaylee asked nervously.

"Shh", he said, concentrating. "This will only take a moment." Kaylee started feeling sleepy, and her eyes fluttered, when suddenly the engines stopped. "Ah!", the Doctor exclaimed, and dropped his hands. "We've arrived."

Kaylee shook her head to clear it, unsure what just happened. She looked up to see the Doctor standing at the door, holding it open. Yes, of course. They were landing at the spaceport. She walked to the door and stepped outside.

The spaceport wasn't busy at this time and there were few people about, but the unmistakable sounds of the crowded city could be heard in the distance. There was the shuttle parked amongst much larger transport vessels and even some of the smaller ships. Kaylee turned and looked back at the Doctor leaning in the doorway of the Tardis. "How much time has passed?", she asked him.

The Doctor pulled out a pocket watch and flipped it open. He smiled and looked up. "We should be just about opening up the Tardis in an alley over there", he said, pointing casually off to his left.

Kaylee looked down and scuffed at the tarmac with her shoe. "Look, I don't want us to part on bad terms, okay?" She walked back over to stand close to him and look him in the eyes. "I know you aren't happy that I'm not coming with you, but, please don't hate me. Okay?"

The Doctor smiled sadly. "Oh Kaylee. I could never hate you."

She leaned in and hugged him, and when he wrapped his arms around her as well, she melted into him a bit. When the hug was over a few moments later, she stood on tip-toe to kiss him on the cheek, then she turned and walked back toward the shuttle.

She turned around once more and asked, "Will I ever see you again?"

The Doctor just smiled again and raised one hand in a wave. He watched as Kaylee turned and walked to the shuttle, and several minutes later when the shuttle took off, he was still watching.

Finally, he turned and closed the door of his Tardis. "Yes, Kaylee", he said quietly to himself. "You will see me again. And this little trip was me trying to make up for it."

He walked up to the console and rested both hands on it while he stared into the distance.

He snapped himself out of his revere and said, "Where to now, old girl?" He waited several seconds with no audible reply from the old girl. "How about someplace they put umbrellas in your drink?", he said in answer to his own question and ran around the console flipping switches and turning dials.

Epilogue

Kaylee docked the shuttle with Serenity without incident and made her way to the mess. She was surrounded by the sound of her ship, the feel of her ship, and the familiar dingy clutter of her ship. She was home. By the time she got to the mess, she was in such a good mood that she felt she missed the rest of the crew; in fact, she loved them.

Wash, Zoe and Inara were there when she arrived, Zoe cooking something that smelled lovely, and Wash and Inara just talking. Wash looked up when Kaylee arrived, and Inara turned.

"Mustn't have been much of a ship if you are back so soon", Inara said with a surprised smile.

"Yeah, well", Kaylee responded. "It was tiny. Barely enough room for the two of us in there", she said, then thought, "and the rest of the universe..."

Jayne walked in just then, and Kaylee decided she even loved him at the moment. "Something strange going on here", he said, and Zoe stopped stirring to pay attention. "I was down in the hold", he continued, "securing the load to break orbit, but there were three crates and this old blue box I don't remember taking on."

Zoe put down the spoon and wiped her hands on a cloth that was draped over her shoulder. She came in from the galley.

"Blue box?", Kaylee repeated.

Jayne looked at her. "Yeah, a blue box about yay big." He held his hand up as high as he could reach. "So anyway, the crates weren't labled, so I pried them open. It turns out they're full of apples."

"Apples?", Kaylee repeated.

"Something wrong with your gorram hearing Kaylee?", Jayne said impatiently. "Yes, apples. Only there's no way we'll be able to sell 'em."

"How's that?", Zoe asked.

"Well one of the crates is fine, and another has yellow apples might still turn red, but some _yúbèn de_ idiot picked all these ones while they was still green." He pulled a green apple out of his pocket to show them. It was large and round and shiny.

"Gimme that!" Kaylee demanded and ripped it out of Jayne's hand. She took a moment to turn it in her hands, viewing it from all sides, then closed her eyes and bit into it loudly. "Mmmmmmmmm", she said. It was tart, and firm and juicy. She wiped juice from her face with the back of her hand and laughed. "Inara, come with me to the hold. You have to try one of these before someone decides we _are_ selling them." She paused to take another bite, then with her mouth full, she said, "And whatever you do, keep the seeds."

Inara stood up to join Kaylee, a look of curiosity on her face. Just then, all five of them cocked their head to the side as they heard an odd wheezing sound. It came and went over the course of about 10 seconds, then was gone.

"What was that?", Zoe asked.

"I've never heard Serenity make that noise before", said Wash.

"I didn't hear anything", Kaylee lied.


End file.
